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Topping Offer definition

Topping Offer has the meaning set forth in Section 6.02(a) hereof.
Topping Offer means, with respect to any Qualified Acquisition Proposal, a written offer by CREC to amend this Agreement in order to provide for consideration attributable to the Company Shares held by the Independent Shareholders having a value at least $1,000,000 greater than the value of the consideration provided to the Independent Shareholders under such Qualified Acquisition Proposal, which offer shall state that it may not be withdrawn or revoked by CREC unless the parties hereto do not enter into an amendment to this Agreement to reflect the acceptance of the Topping Offer by the Company and the Shareholder Parties within ten calendar days after receipt thereof by the Company.
Topping Offer is defined in Section 7.2.

Examples of Topping Offer in a sentence

  • If necessary, Purchaser and Seller shall consent to a brief continuance of the 363 Hearing (without any further right of overbidding) in order to complete the documentation of a successful Topping Offer.

  • Purchaser also may attend the Overbid Auction at which it may, in its sole and absolute discretion, improve the terms of this Agreement (a "Topping Offer").

  • Lakeland’s asset based loan department provides commercial borrowers with another lending alternative.

  • If necessary, Purchaser and Sellers shall consent to a brief continuance of the 363 Hearing (without any further right of overbidding) in order to complete the documentation of a successful Topping Offer.

  • If, however, within the time period specified in clause (b) of this Section 6.03, Purchaser has failed to make a Topping Offer or has notified Sellers in writing that it does not intend to make a Topping Offer, Sellers may enter into a definitive agreement with the Qualifying Competing Bidder and Sellers' only obligation to Purchaser shall be the payment of Purchaser's Liquidated Damages as set forth in Section 6.04 and the return of the Deposit as provided for in Section 8.01(b).

  • Upon delivery of a Competing Bid Notice, Purchaser shall have the right (a "Topping Right") to deliver to Sellers, within [five (5)] calendar days following the receipt by Purchaser of such Competing Bid Notice, a written offer (a "Topping Offer") to amend the terms of this Agreement in order to provide for a Purchase Price exceeding the Qualifying Competing Bid.

  • In the event that Buyer exercises such Topping Right (i) the Company may disclose such Topping Offer to such Qualified Third Party and (ii) within five calendar days following receipt by the Company of Buyer's notice of Topping Offer, Buyer and the Company shall enter into an amendment to this Agreement to reflect the Company's acceptance of Buyer's Topping Offer (unless the Company has received an additional Acquisition Proposal constituting an Overbid Transaction).

  • In the event Seller determines, in its sole and absolute discretion, that the last offer submitted by Purchaser is equal to or better than the last offer submitted by all Third Parties at the Overbid Auction (taking into account any Break-up Fee, including expenses), then within three (3) business days following the conclusion of the Overbid Auction, Purchaser and Seller shall enter into an amendment to this Agreement to reflect Seller's acceptance of Purchaser's Topping Offer.

  • A Topping Offer shall exceed the Qualifying Competing Bid by a minimum of $500,000.

  • For the avoidance of doubt, all material non-economic terms of this Warrant, including those in Articles 3, 4, 6 and 8, shall apply to any transaction between the Company and the Warrant Holder resulting from a Topping Offer relating to a Qualifying Acquisition Proposal.


More Definitions of Topping Offer

Topping Offer has the meaning set forth in Section 9.13(c).
Topping Offer means an offer to acquire Geo, through a merger, tender offer, or other means, at a higher transaction value, as computed by Geo in connection with its acceptance of such offer, than Geo will receive if the Mergers are consummated as provided in this Agreement.
Topping Offer is defined in SECTION 7.1.
Topping Offer. As defined in Section 5.17(b).
Topping Offer shall have the meaning given to that term in Section 8.1.
Topping Offer means a written offer by Centex, in accordance with SECTION 6.02(a) of the Stock Purchase Agreement, to amend the terms of the Stock Purchase

Related to Topping Offer

  • Qualifying Offer shall have the meaning set forth in Section 11(a)(ii) hereof.

  • Competing Offer means a Tender Offer for Units which (i) is Commenced prior to the expiration of the Offer by a Person that is not an Affiliate (or in the case of Waltxx Xxxeet, as to its Associates only) of any Partner and (ii) has a cash purchase price per Unit that is at least 2% (10% with respect to the first Competing Offer made following the Offer by the Partnership)

  • Qualifying Offering means a private offering of *****’s equity securities (or securities convertible into or exercisable for *****’s equity securities) for cash (or in satisfaction of debt issued for cash) having its final closing on or after the date of this Agreement and which includes investment by one or more venture capital, professional angel, corporate or other similar institutional investors other than Stanford. For the avoidance of doubt, if ***** is a limited liability company, then “equity securities” means limited liability company interests in *****.

  • Standing Offer means the Contractor agrees to provide the Works from time to time if and when authorised by the Superintendent by the issue of an Order. The Contractor agrees that the Principal is not obliged to order a specific number of, or any, Works during the term of the Contract.

  • Proposed Transfer means any proposed assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Capital Stock (or any interest therein) proposed by any of the Affected Holders.

  • Final Offer means the offer on which a resource was dispatched by the Office of the Interconnection for a particular clock hour for the Operating Day.

  • Sell Offer means an offer to sell Capacity Resources in a Base Residual Auction, Incremental Auction, or Reliability Backstop Auction.

  • Initial Offer means the initial offer of Participating Shares in a Fund as set out in the applicable Supplement;

  • Active Offer means the clear and proactive offer of service in French to individuals, from the first point of contact, without placing the responsibility of requesting services in French on the individual;

  • Tag-Along Offer has the meaning set forth in Section 8.5(b).

  • Offer Acceptance Time is defined in Section 1.1(h) of the Agreement.

  • Bona Fide Offer means an actual or genuine offer which includes a specific wage or a training opportunity at a specified place when used to determine whether the parent has refused an offer of training or employment.

  • Proposed Transfer Notice means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.

  • Real-time Offer means a new offer or an update to a Market Seller’s existing cost-based or market-based offer for a clock hour, submitted for use after the close of the Day-ahead Energy Market.

  • pre-emptive offer means an offer of equity securities open for acceptance for a period fixed by the Directors to holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;

  • Repurchase Offer has the meaning set forth in Section 3.04.

  • Bid /Tender/Offer means the proposal along with required supporting documents submitted by the Bidder/Service Provider for consideration by the Employer.

  • Increment Offer means a type of Virtual Transaction that is an offer to sell energy at a specified location in the Day-ahead Energy Market. A cleared Increment Offer results in scheduled generation at the specified location in the Day-ahead Energy Market.

  • Letter of Offer means any letter, commitment, arrangement or agreement between us and you in relation to the facility. We may revise, add to, vary or replace the letter of offer from time to time.

  • Purchase Offer shall have the meaning assigned to such term in Section 2.25(a).

  • First Offer Notice shall have the meaning set forth in Section 14.4(a).

  • Last best offer package means the offer exchanged by parties not less than 14 days prior

  • Proposed Transaction is defined in Section 6.2(a).

  • Credit-Limited Offer means a Sell Offer that is submitted by a Market Participant in an RPM Auction subject to a maximum credit requirement specified by such Market Participant.

  • Letter of Acceptance (LOA) means the written notice issued by JMRC to the selected bidder(s) intimating the acceptance of selected bidder's Proposal for the award of License;

  • Mandatory Tender Notice means, in connection with the Mandatory Tender of VRDP Shares, a notice, substantially in the form attached to the VRDP Shares Remarketing Agreement as Annex II, delivered by the Fund or the Tender and Paying Agent on behalf of the Fund to the Holders and the Liquidity Provider in accordance with this Agreement and specifying a Mandatory Tender Event and Purchase Date.